General Conditions

This is a translation of the General Conditions of Kernkamp Advocaten as deposited at the Registry of the Rotterdam District Court under number 77/2009 on 2 November 2009.

1. Kernkamp Advocaten is a trade name of Advocatenkantoor Kernkamp B.V., a closed company with limited liability established under Dutch law, registered in the trade register of the Chamber of Commerce under number 24123196.

2. These General Terms and Conditions shall apply to every assignment granted to Kernkamp Advocaten, including every follow-up assignment or altered or supplementary assignment.

3. All assignments shall be deemed to have been exclusively granted to and accepted by Kernkamp Advocaten, even assignments that are expressly or tacitly intended to be executed by a specific person. The application of Section 7:404 of the Netherlands Civil Code, which contains a regulation in respect of the latter case, and the application of Section 7:407, subsection 2 of the Netherlands Civil Code, which establishes joint and several liability in case of two or more persons having received an assignment, shall be entirely excluded.

4. Any liability on the part of Kernkamp Advocaten is limited to the amount that can be claimed under the terms of the professional indemnity insurance agreement(s) relating to the case in question, with the addition of the amount of the excess as stated in the applicable terms of the policy relating to the case in question. On request Kernkamp Advocaten will provide further information on the insurance policy terms and conditions.

5. If and to the extent, for whatever reason, no payment is made under its professional liability insurance policy/policies, the liability of Kernkamp Advocaten shall be limited to three times the fee charged to and actually collected from the client on account of its carrying out the client’s instructions which gave rise to liability, with a maximum of EUR 100.000.

6. If persons engaged to execute clients’ assignments wish to limit their liability in respect of such execution, all assignments granted to Kernkamp Advocaten shall imply Kernkamp Advocaten’s authority to accept such liability limitations also on behalf of the clients in question. Any liability, on the part of Kernkamp Advocaten, for unforeseen failures by persons engaged in the execution of assignments shall be excluded.

7. Assignments granted to Kernkamp Advocaten shall be executed exclusively for the benefit of the client. Third parties shall not be able to derive any rights from the content of the work carried out, nor more generally from the manner in which such assignments have or have not been executed.

8. Costs of the services provided by Kernkamp Advocaten include fees, office expenses and disbursements.

9. Unless otherwise expressly agreed, the fees will be calculated by reference to the time spent by each of our fee earners on the matter, and their relevant hourly rates on the matter.

10. Our hourly rates will be determined by Kernkamp Advocaten, and reviewed yearly (at maximum).

11. If the hourly rate is raised by a single increase of 10% or more, or within 3 months of the commencement of an assignment, the client may terminate the assignment. This right shall barred by the mere lapse of the payment term of the first invoice including the rate increase.

12. Disbursements are costs actually incurred by Kernkamp Advocaten on behalf of the client (such as court fees, bailiff’s expenses, travel expenses, costs for obtaining extracts etc.).

13. Office expenses will be charged at a fixed percentage of 5% of the charged fees.

14. All amounts shall be exclusive of VAT.

15. All services will normally be charged to the client on a monthly basis, with a payment term of fourteen days, to be calculated from the date of invoicing.

16. If the invoice is not paid within the payment term, statutory interest will be due. In case of non-payment, even after demand for payment, all (extra-) judicial collection costs will be due, which costs amount to at least 15% of the invoice, and shall not be less than € 50.

17. If any invoice or advance payment, is not paid within the payment term, Kernkamp Advocaten has the right to suspend all services after (prior) notification to the client. Kernkamp Advocaten shall not be liable for any damages as a consequence of this suspension of services.

18. Kernkamp Advocaten has the right to require a fee in advance before commencing or continuation of the assignment. Advanced fees shall be set-off against any and all amounts owed by the client to Kernkamp Advocaten on completion of the assignment.

19. Kernkamp Advocaten will keep in archive files and the documents contained therein for a period of ten years after termination of the case. Upon expiry of the term Kernkamp Advocaten will be entitled to destroy the file and documents without prior notice.

20. Dutch law shall apply to the legal relationship between Kernkamp Advocaten and its clients. Any dispute shall be submitted to the exclusive jurisdiction of the competent courts in Rotterdam. No claim can be made unless litigation is commenced in such a court within one year of discovery thereof. Kernkamp Advocaten, as claimant, has the option to submit a dispute to any court that has jurisdiction in the absence of this provision.

21. Not only Kernkamp Advocaten, but any and all persons – including those who are associated with Kernkamp Advocaten in any capacity, as well as third parties – who are engaged in the execution of an assignment granted by a client shall be entitled to appeal to these General Terms and Conditions.

The General Terms and Conditions are stated in Dutch and English. In case of discrepancies in content or tenor, the Dutch text shall be binding.